Constance Hotels, Resorts and Golf | Annual Report 2023

86

Corporate Governance

Constance Hotels Services Limited

Annual Report 2023

87

Corporate Governance

Constance Hotels Services Limited

Annual Report 2023

Director Appointment Procedures

Director Appointment Procedures

4. DIRECTOR APPOINTMENT PROCEDURES (continued)

4. DIRECTOR APPOINTMENT PROCEDURES

4.2 Nomination Process and Criteria (continued)

4.1 Merit and Diversity

All Directors must possess knowledge, capabilities and experiences which can benefit the Company’s business operations. The Nomination and Remuneration Committee considers the qualifications of the candidates through pre-selection procedures, as mandated in its Charter, and proposes the nominations to the Board for subsequent validation by Shareholders at the following Annual Shareholders’ Meeting. All Directors’ profiles are disclosed in the Annual Report, which is presented on the Company’s website, and reflect the diverse skill mix of the Board, including industry knowledge, accounting and finance, management, international business, business strategy, crisis management, corporate governance and law.

When current Directors are being considered for re-nomination, the Nomination and Remuneration Committee will also take into consideration the Director’s history of attendance at Board and Committee meetings, the Director’s tenure as a member of the Board, the Director’s preparation for and contribution to decision making at meetings and the outcome of past Board evaluations, specific to the said Director.

Board candidates may be identified:

- From the Board’s network of contacts, including current members of the Board, Senior Executives of the Company, the Company’s advisers and, if it deems appropriate, a professional search firm. - In accordance with a ‘Protocole d’Accord’, should that exist and be known to the Company, under which parties to this Protocole may have the right to nominate a specific number of Directors to the Board. - By virtue of the Companies Act 2001, which calls for a Special Meeting of Shareholders, to be held on the written request of Shareholders holding shares carrying together not less than 5 per cent of the voting rights entitled to be exercised on the appointment of a Director. - From the Directors’ Register of the Mauritius Institute of Directors.

4.2 Nomination Process and Criteria

Prior to nominating a Director, the Board takes into consideration the current composition and skill mix of the Board and the Company’s business strategy, going forward.

The process for identifying and selecting director candidate, which is available for consultation on the Company’s website, is undertaken by the Nomination and Remuneration Committee.

4.3 Induction Programme

The criteria considered are as follows:

The Company has a comprehensive and elaborate Induction Programme for its newly-appointed Directors which comprises the following:

- Induction Pack which includes the Annual report covering inter alia, the corporate profile, organisational structure, Board and Board Committee Charters, key corporate policies, governance, risk and sustainability reports and the latest financial statements, “Declaration of Interest” Form and the dates of future board meetings. - Induction Meetings with the Chairman of the Board, the Chairpersons of the Audit and Risk Management, Corporate Governance and Nomination and Remuneration Committees, and Senior Management. - Briefings cover responsibilities and legal obligations of Directors, the Company’s business, business plan and ongoing issues, corporate strategy and history, industry review, key stakeholders, corporate governance and regulatory matters, model code for securities transaction and Board evaluation process. - Site Visits of the Company’s properties and facilities. - Visit to the Company Secretariat to review minutes of recent Board meetings, minutes of recent Committee meetings, the Company’s Constitution, the Companies Act 2001 and relevant legislations in the jurisdictions in which the Company operates, the DEM Listing Rules and Securities Act 2005, the National Code of Corporate Governance for Mauritius (2016), and the latest Board evaluation report.

The nominee’s reputation, business and personal ethics and integrity, independence of thought and judgement, financial sophistication, and leadership competences.

The extent to which the nominee can help the Board reflect the culture, diversity and interests of the Company and possesses any necessary independence that may be required to meet good corporate governance practices.

The nominee’s skills, business, personal and professional accomplishments, private sector or sectoral knowledge, and experience, bearing in mind the current state of the Company and the market in which the Company is operating.

4.4 Terms of Service of Directors and Re-Election

Nomination Criteria

The Board does not favour the re-election of Directors on an annual basis as it does not consider this practice to be in the best interest of the Company. The terms of service of Directors are in accordance with the Company’s Constitution (Article 21.2), as approved by Shareholders at the 2012 Annual Shareholders’ Meeting, whereby, at every Annual Shareholders’ Meeting, one-third of Directors (or the number nearest to one-third) shall retire from office and be eligible for re-election. An assessment of the performance of each retiring Director, who makes himself/herself available for re-election, is conducted by the Nomination and Remuneration Committee which submits its recommendations to the Board. In turn, the Board puts forward its appropriate nominations to the Shareholders for their approval.

The extent to which the nominee is prepared to participate fully in Board activities, including Board Committees, and commit to active participation in meetings of the Board and its Committees, of which he or she is a member.

The nominee’s commitment to increasing Shareholder value.

The nominee’s ability to meet the qualification criteria prescribed by the Companies Act 2001 and the National Code of Corporate

4.5 Directors’ Professional Development

The Board recognises the importance of the continual development of the knowledge and capabilities of its Directors to sustain an effective, well-informed and functional Board, with the onus for their self-development resting with each individual Director. The Board approves, encourages and supports Directors’ professional development by facilitating their membership to relevant professional organisations,

Governance for Mauritius (2016).